8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2019

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland	814-01211	81-2621577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 South Street, Suite 230, Waltham, MA		02453
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 375-3006

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	GECC	Nasdaq Global Market
6.50% Notes due 2022	GECCL	Nasdaq Global Market
6.75% Notes due 2025	GECCM	Nasdaq Global Market
6.50% Notes due 2024	GECCN	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2019, the registrant issued the press release and published a presentation furnished as exhibits 99.1 and 99.2, respectively, to this report.

The foregoing information (including the exhibits hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report but shall not be deemed filed:

Exhibit Number	Description
99.1	Press release, dated November 14, 2019.
99.2	Presentation, dated November 14, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREAT ELM CAPITAL CORP.
Date:  November 14, 2019	/s/  Keri A. Davis
	By:	Keri A. Davis
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Great Elm Capital Corp. Announces THIRD Quarter 2019 Financial Results; THIRD Quarter Net Investment Income of $0.26 Per Share; BOARD SETS FIRST QUARTER 2020 DISTRIBUTION OF $0.083 PER SHARE PER MONTH

WALTHAM, MA, November 14, 2019 – Great Elm Capital Corp. (“we,” “us,” “our” or “GECC”), (NASDAQ: GECC), today announced its financial results for the quarter ended September 30, 2019.

FINANCIAL HIGHLIGHTS

▪ Net investment income (“NII”) for the quarter ended September 30, 2019 was approximately $2.6 million, or $0.26 per share, equating to greater than 1.0x distribution coverage.

▪ In November 2019, the Board of Directors (the “Board”) set monthly distributions of $0.083 per share for the first quarter of 2020, representing a yield of approximately 11.0% on September 30, 2019 net asset value (“NAV”).

▪ Net assets on September 30, 2019 were approximately $91.5 million. NAV per share on September 30, 2019 was $9.09, as compared to NAV per share of $10.30 on June 30, 2019, driven primarily by unrealized losses in certain of our investments

▪ We had approximately $0.3 million of net realized gains during the quarter ended September 30, 2019, or approximately $0.02 per share, and net unrealized depreciation of approximately $12.5 million, or approximately $1.24 per share.

▪ Unrealized depreciation in the Avanti Communications Group, plc investments accounted for $4.1 million of the $12.5 million net unrealized loss during the quarter

▪ During the quarter ended September 30, 2019, we invested approximately $46.1 million across 15 investments⁽¹⁾, including four new issuers. During the quarter ended September 30, 2019, we monetized (in part or in full) approximately $44.6 million across 16 investments⁽²⁾.

▪ Strong performance from our investment in the equity interests of Prestige Capital Finance, LLC led to significant NII generation in our second full quarter of ownership

▪ We issued $45 million of 6.50% senior unsecured bonds due June 2024 during the second and third quarter (NASDAQ: GECCN).

“I’m pleased to report that NII covered our base distribution again this quarter,” remarked Peter A. Reed, GECC’s Chief Executive Officer. “Despite volatility in the fair value of certain of our investments, our team continues to be encouraged by the portfolio’s underlying credit quality, outlook and increasing diversity.”

1

PORTFOLIO AND INVESTMENT ACTIVITY

As of September 30, 2019, we held 29 debt investments, totaling approximately $168.3 million and representing 86.4% of the fair market value of our total investments. First lien and/or secured debt investments comprised 100.0% of the fair market value of our debt investments. As of the same date, we held seven equity investments, totaling approximately $26.5 million and representing 13.6% of the fair market value of our total investments.

As of September 30, 2019, the weighted average current yield on our debt portfolio was 11.0%. Floating rate instruments comprised approximately 71.9% of the fair market value of debt investments.

During the quarter ended September 30, 2019, we deployed approximately $46.1 million into 15 investments (which included investments in four new companies and nine existing portfolio companies)⁽¹⁾. The weighted average price of the debt deployment activity was 97% of par, carrying a weighted average current yield of 10.2%.

During the quarter ended September 30, 2019, we monetized, in part or in full, 16 investments for approximately $44.6 million⁽²⁾, at a weighted average current yield of 10.8%. Our weighted average realized price was par.

LEGACY FULL CIRCLE PORTFOLIO

Since the Full Circle Capital Corporation (“Full Circle”) merger closed in November 2016, we have been diligently focused on monetizing the legacy portfolio. To date, we have exited 24 positions across 16 portfolio companies, realizing an aggregate total return of $5.1million. These realized gains represents 109% of NAV, a significant achievement given the market’s previous assessment of this portfolio.

CONSOLIDATED RESULTS OF OPERATIONS

Total investment income for the quarter ended September 30, 2019 was approximately $7.0 million, or $0.70 per share. Total expenses for the quarter ended September 30, 2019 were approximately $4.4 million, or $0.44 per share.  

Net realized gains for the quarter ended September 30, 2019 were approximately $0.3 million, or $0.02 per share. Net unrealized depreciation from investments for the quarter ended September 30, 2019 was approximately $12.5 million, or $1.24 per share.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2019, available liquidity from cash and money market investments was approximately $24.8 million, exclusive of our holdings of United States Treasury Bills. Total debt outstanding as of September 30, 2019 was $124.0 million, comprised of our 6.50% senior notes due September 2022 (NASDAQ: GECCL), our 6.75% senior notes due January 2025 (NASDAQ: GECCM)

and our newly issued 6.50% senior notes due June 2024 (NASDAQ: GECCN). Our asset coverage ratio was approximately 173.8% and our debt-to-equity ratio was 1.36x.

SELECT SUBSEQUENT ACTIVITY

Distributions

In November 2019, our Board set the monthly distributions for the first quarter of 2020 at a rate of $0.083 per share, representing an annualized base distribution yield of approximately 11.0% on September 30, 2019 NAV.

Our distribution policy has been designed to set an annual base distribution rate that is covered by NII. From time to time, as catalyst-driven investments are realized or when we out-earn our declared distributions, we may supplement monthly distributions with special distributions from NII generated in excess of the declared distributions⁽³⁾.

CONFERENCE CALL AND WEBCAST

Great Elm Capital Corp. will host a conference call and webcast on Thursday, November 14, 2019 at 10:00 a.m. Eastern Time to discuss its third quarter financial results. All interested parties are invited to participate in the conference call by dialing +1 (844) 820-8297; international callers should dial +1 (661) 378-9758. Participants should enter the Conference ID 6868201when asked. For a copy of the slide presentation that will be referenced during the course of our conference call, please visit: http://www.investor.greatelmcc.com/events-and-presentations/presentations.

The conference call will be webcast simultaneously at:

https://edge.media-server.com/mmc/p/tzdhm2c9.

About Great Elm Capital Corp.

Great Elm Capital Corp. is an externally managed, specialty finance company focused on investing in debt instruments of middle market companies. GECC elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. GECC targets special situations and catalyst-driven investments as it seeks to generate attractive, risk-adjusted returns through both current income and capital appreciation.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors

that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are: conditions in the credit markets, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the SEC. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

This press release does not constitute an offer of any securities for sale.

Endnotes:

⁽¹⁾ This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Amounts included herein do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

⁽²⁾ This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

⁽³⁾ There can be no assurance that any such supplemental amounts will be received or realized, or even if received and realized, distributed or available for distribution. Past distributions are not indicative of future distributions. Distributions are declared by the Board out of the funds legally available therefor.

Great Elm Capital Corp.

Consolidated Statements of Assets and Liabilities

Dollar amounts in thousands (except per share amounts)

	September 30, 2019			December 31, 2018
Assets
Investments
Non-affiliated, non-controlled investments, at fair value    (amortized cost of $162,496 and $137,852, respectively)	$	145,608		$	128,318
Non-affiliated, non-controlled short-term investments, at fair value    (amortized cost of $96,110 and $78,093, respectively)		96,098			78,085
Affiliated investments, at fair value    (amortized cost of $100,409 and $89,854, respectively)		38,554			35,665
Controlled investments, at fair value    (amortized cost of $11,682 and $20,648, respectively)		10,637			20,203
Total investments		290,897			262,271
Cash and cash equivalents		3,370			4,167
Receivable for investments sold		-			10,887
Interest receivable		3,131			3,255
Dividends receivable		47			9
Due from portfolio company		605			555
Due from affiliates		15			5
Prepaid expenses and other assets		129			414
Total assets	$	298,194		$	281,563
Liabilities
Notes payable 6.50% due September 18, 2022 (including unamortized discount    of $917 and $1,141, respectively)	$	31,715		$	31,490
Notes payable 6.75% due January 31, 2025 (including unamortized discount    of $1,386 and $1,588, respectively)		45,012			44,811
Notes payable 6.50% due June 30, 2024 (including unamortized discount    of $2,173 and $0, respectively)		42,827			-
Payable for investments purchased		76,844			84,102
Interest payable		362			354
Distributions payable		835			3,441
Accrued incentive fees payable		7,522			5,422
Due to affiliates		1,005			1,069
Accrued expenses and other liabilities		583			758
Total liabilities	$	206,705		$	171,447
Commitments and contingencies (Note 6)	$	-		$	-
Net Assets
Common stock, par value $0.01 per share (100,000,000 shares authorized,    10,062,682 shares issued and outstanding and 10,652,401 shares issued and    outstanding, respectively)	$	101		$	107
Additional paid-in capital		193,253			198,247
Accumulated losses		(101,865	)		(88,238	)
Total net assets	$	91,489		$	110,116
Total liabilities and net assets	$	298,194		$	281,563
Net asset value per share	$	9.09		$	10.34

Great Elm Capital Corp.

Consolidated Statements of OPERATIONS

Dollar amounts in thousands (except per share amounts)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments	$	4,477		$	4,326		$	11,999		$	11,363
Non-affiliated, non-controlled investments (PIK)		-			-			-			-
Affiliated investments		216			(630	)		627			568
Affiliated investments (PIK)		1,124			1,671			2,939			6,238
Controlled investments		282			499			1,335			1,609
Controlled investments (PIK)		101			261			684			696
Total interest income		6,200			6,127			17,584			20,474
Dividend income from:
Non-affiliated, non-controlled investments		196			23			407			178
Controlled investments		480			-			1,280			-
Total dividend income		676			23			1,687			178
Other income from:
Non-affiliated, non-controlled investments		5			10			137			52
Affiliated investments		-			-			2			90
Affiliated investments (PIK)		108			-			564			-
Controlled investments		13			21			52			47
Total other income		126			31			755			189
Total investment income	$	7,002		$	6,181		$	20,026		$	20,841
Expenses:
Management fees	$	759		$	768		$	2,207		$	2,215
Incentive fees		654			576			2,099			(607	)
Administration fees		282			202			734			999
Custody fees		15			15			45			44
Directors’ fees		51			51			150			150
Professional services		243			326			711			791
Interest expense		2,308			1,457			5,333			4,188
Other expenses		71			101			349			432
Total expenses	$	4,383		$	3,496		$	11,628		$	8,212
Net investment income	$	2,619		$	2,685		$	8,398		$	12,629
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-affiliated, non-controlled investments	$	97		$	898		$	1,115		$	1,815
Affiliated investments		-			-			-			-
Controlled investments		154			-			154			210
Total net realized gain (loss)		251			898			1,269			2,025
Net change in unrealized appreciation (depreciation) from:
Non-affiliated, non-controlled investments		(8,075	)		(115	)		(7,357	)		(2,003	)
Affiliated investments		(4,096	)		620			(7,666	)		(9,442	)
Controlled investments		(345	)		770			(600	)		258
Total net change in unrealized appreciation (depreciation)		(12,516	)		1,275			(15,623	)		(11,187	)
Net realized and unrealized gains (losses)	$	(12,265	)	$	2,173		$	(14,354	)	$	(9,162	)
Net increase (decrease) in net assets resulting from operations	$	(9,646	)	$	4,858		$	(5,956	)	$	3,467
Net investment income per share (basic and diluted):	$	0.26		$	0.25		$	0.81		$	1.19
Earnings per share (basic and diluted):	$	(0.96	)	$	0.46		$	(0.58	)	$	0.33
Weighted average shares outstanding (basic and diluted):		10,062,682			10,652,401			10,312,561			10,652,401

Media & Investor Contact:

Investor Relations

+1 (617) 375-3006

investorrelations@greatelmcap.com

EX-99.2

Great Elm Capital Corp. (NASDAQ: GECC) Investor Presentation – Quarter Ended September 30, 2019 November 14, 2019 © 2019 Great Elm Capital Corp. Exhibit 99.2

© 2019 Great Elm Capital Corp. Disclaimer Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “target,” “opportunity,” “sustained,” “positioning,” “designed,” “create,” “seek,” “would,” “could”, “continue,” “ongoing,” “upside,” “increases,” and “potential,” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are: conditions in the credit markets, the price of Great Elm Capital Corp. (“GECC”) common stock, and performance of GECC’s portfolio and investment manager. Additional information concerning these and other factors can be found in GECC’s Form 10-K and other reports filed with the Securities and Exchange Commission (the “SEC”). GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. You should consider the investment objective, risks, charges and expenses of GECC carefully before investing. GECC’s filings with the SEC contain this and other information about GECC and are available by contacting GECC at the phone number and address at the end of this presentation. The SEC also maintains a website that contains the aforementioned documents. The address of the SEC’s website is http://www.sec.gov. These documents should be read and considered carefully before investing.   The performance, distributions and financial data contained herein represent past performance, distributions and results and neither guarantees nor is indicative of future performance, distributions or results. Investment return and principal value of an investment will fluctuate so that an investor’s shares may be worth more or less than the original cost. GECC’s market price and net asset value will fluctuate with market conditions. Current performance may be lower or higher than the performance data quoted. All information and data, including portfolio holdings and performance characteristics, is as of September 30, 2019, unless otherwise noted, and is subject to change. This presentation does not constitute an offer of any securities for sale.

GECC Snapshot GECC Investment Objective Investment Strategy Externally managed, special situations-focused BDC Common stock trades as “GECC” on NASDAQ $0.083 per share monthly distribution1 Employees and affiliates of Great Elm Capital Management, Inc., GECC’s investment manager, own greater than 20% of GECC’s outstanding shares To generate both current income and capital appreciation, while seeking to protect against the risk of capital loss To apply the key principles of value investing to the capital structures of predominantly middle-market companies Portfolio (as of 9/30/2019) $298.2 million of total assets; $194.8 million of portfolio fair value; $91.5 million of net asset value Weighted average current yield of 11.0%2 36 investments (29 debt, 7 equity) in 27 companies across 21 industries (1) Based on distributions that have been declared and / or set through December 2019. Past distributions are not indicative of future distributions. Distributions are declared by the Board out of the funds legally available therefor. Though GECC intends to pay distributions monthly, it is not obligated to do so. Please refer to “Capital Activity: Distribution Policy & Declared Distributions” later in this presentation. (2) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. © 2019 Great Elm Capital Corp.

Highlights and Recent Achievements NII in excess of declared distributions every quarter since inception Special distribution of $0.24 per share declared in December 2018 LTM total distribution yield of 13.6% (on 9/30/19 NAV) and 15.1% (on 9/30/19 market value) During Q3 2019, monetized $44.6 million across 16 investments, in whole or in part, at a weighted average current yield of 10.8% and a weighted average price of $1.00 This includes the complete exit of 3 positions with an aggregate positive return During Q3 2019, deployed $46.1 million of capital into 15 investments at a weighted average current yield of 10.2% and a weighted average price of $0.97 100% of capital deployed into secured investments Asset coverage ratio of 173.8% and debt-to-equity ratio of 1.36x GECCL 6.50% Notes due September 2022 GECCN 6.50% Notes due June 2024 GECCM 6.75% Notes due January 2025 Attractive Fixed Rate Debt Deployment of Capital Monetization of Investments Distributions & Coverage © 2019 Great Elm Capital Corp.

Portfolio Review (Quarter Ended 9/30/2019) © 2019 Great Elm Capital Corp.

Portfolio Review 11.0% Weighted average current yield on debt portfolio1 86.4% Percentage of the total portfolio (based on fair value of investments) invested in 1st lien and/or secured debt instruments $0.87 Weighted average dollar price of debt investments in the portfolio, representative of our special situations investment approach2 As of September 30, 2019, approximately 95% of the portfolio was comprised of ideas that are representative of the manner in which we intend to invest3 (1) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. (2) Weighted average dollar price is based on the stated par value and fair value of outstanding debt securities at the measurement date. (3) As measured by the fair value of investments. The balance of the portfolio remains in legacy Full Circle positions that were acquired in the merger with Full Circle. © 2019 Great Elm Capital Corp.

Portfolio Review (Continued) 29 Debt Investments $168.3 million Fair Value Invested in Debt Instruments 71.9% in Floating Rate Instruments (Based on % of Fair Value) 11.0%1 Weighted Average Current Yield 86.4% Of Invested Capital in Debt Instruments (100% of fair value in first lien / secured) 7 Equity Investments $26.5 million Fair Value Invested in Equity Instruments Debt Investments: Equity Investments: 13.6% Of Invested Capital in Equity Investments (1) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. Amounts in the above tables do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds. © 2019 Great Elm Capital Corp.

Portfolio Review (Continued) $46.1 million Capital deployed into 15 investments, including 4 new issuers, with a weighted average dollar price of $0.97 and a weighted average current yield of 10.2%1 $44.6 million Monetized (in part or in full) 16 investments at a weighted average dollar price of $1.00 and a weighted average current yield of 10.8%2 (1) This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and PIK interest. Amounts included herein are exclusive of investments in short-term securities, including United States Treasury Bills and money market mutual funds. Weighted average dollar price is based upon the stated par value and fair value of outstanding debt securities at the measurement date. Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. (2) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein are exclusive of investments in short-term securities, including United States Treasury Bills and money market mutual funds. Weighted average dollar price is based upon the stated par value and fair value of outstanding debt securities at the measurement date. Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. © 2019 Great Elm Capital Corp.

Portfolio Review: New & Additional Investments During Q3 / 2019, we purchased 10 investments (five new, five existing), deploying approximately $33.8 million This deployment activity does not include revolver draws or PIK interest. Mitchell International, Inc. – Purchased approximately $12.0 million face value of secured loans in the secondary market at a price of approximately $0.94 Interest rate: LIBOR + 7.25% New Investment © 2019 Great Elm Capital Corp. New Investment New Investment New Investment California Pizza Kitchen, Inc. – Purchased approximately $4.3 million face value of second lien secured loans in the secondary market at a price of approximately $0.95 Interest rate: LIBOR + 10.00% Cooke Omega Investments, Inc. – Purchased $3.0 million face value of secured notes in the secondary market at a price of approximately $0.97 Interest rate: 8.50% ASP Chromaflo Intermediate Holdings, Inc. – Purchased approximately $2.8 million face value of secured loans in the secondary market at a price of approximately $0.98 Interest rate: LIBOR + 8.00%

Portfolio Review: New & Additional Investments (Continued) This deployment activity does not include revolver draws or PIK interest. Duff & Phelps – Purchased $5.0 million of total commitment of secured revolver in the secondary market at a price of approximately $0.91 Interest rate: LIBOR + 3.25% --- Fees: 0.50% commitment fee New Investment © 2019 Great Elm Capital Corp. Additional Investment Shearer’s Foods, LLC – Purchased approximately $4.0 million face value of secured loans in the secondary market at a price of approximately $0.99 Interest rate: LIBOR + 6.75% Boardriders, Inc. – Purchased approximately $3.0 million face value of secured loans in the secondary market at a price of approximately $0.98 Interest rate: LIBOR + 6.50% California Pizza Kitchen, Inc. – Purchased approximately $3.0 million face value of first lien secured loans in the secondary market at a price of approximately $0.96 Interest rate: LIBOR + 6.00% Tensar Corp. – Purchased approximately $3.0 million face value of secured loans in the secondary market at a price of approximately $0.95 Interest rate: LIBOR + 4.75% Peninsula Pacific Entertainment, LLC – Purchased approximately $0.3 million face value of secured loans in the primary market at a price of approximately $1.00 Interest rate: LIBOR + 7.25% Additional Investment Additional Investment Additional Investment Additional Investment

Portfolio Review: Asset Type and Interest Rate Type ($ in Thousands) Portfolio by Asset Type Portfolio by Interest Rate Type Weighted average fixed rate yield of 12.3%1 Weighted average floating rate yield of 10.6%1 (1) Weighted average fixed and floating rate current yield is based upon the stated coupon rate and fair value of outstanding debt instruments at the measurement date. Amounts in the above tables do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds. © 2019 Great Elm Capital Corp. Investments Fair Value of Investments Percentage of Total Portfolio Investments Count Fair Value of Debt Percentage of Debt Holdings 1st Lien / Secured Debt $,168,331.11 0.86412739653126058 Fixed Rate 5 $47,232.742400000003 0.28059442100277443 Equity / Other $26,467.825000000001 0.13587260346873942 Floating Rate 24 $,121,098.268 0.71940557899722557 Total $,194,798.83600000001 1 Total 29 $,168,331.104 1 Investments Fair Value of Investments Percentage of Total Portfolio Investments Count Fair Value of Debt Percentage of Debt Holdings 1st Lien / Secured Debt $,168,331.11 0.86412739653126058 Fixed Rate 5 $47,232.742400000003 0.28059442100277443 Equity / Other $26,467.825000000001 0.13587260346873942 Floating Rate 24 $,121,098.268 0.71940557899722557 Total $,194,798.83600000001 1 Total 29 $,168,331.104 1

Portfolio Review: Asset Type (End of Period Investments - % of FMV) © 2019 Great Elm Capital Corp.

Portfolio Review: Interest Rate (End of Period Investments - % of FMV) © 2019 Great Elm Capital Corp.

Portfolio Review: Industry Breakdown Amounts in the above table do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds. © 2019 Great Elm Capital Corp.

Portfolio Review: Portfolio Rotation © 2019 Great Elm Capital Corp. Since inception, we have consistently monetized higher dollar priced investments and deployed capital into lower dollar priced investments, building total return In addition, substantially all new debt investments since inception have been 1st lien and / or secured *Partial period

Portfolio Review: Portfolio Rotation (Continued) Q3/2018 Q4/2018 Q1/2019 Q2/2019 Q3/2019 Dollar Value of New Investments1 $39.0 million $34.8 million $54.5 million $61.7 million $46.1 million Weighted Average Price of New Debt Investments $0.89 $0.92 $0.97 $0.98 $0.97 Weighted Average Current Yield of New Debt Investments 11.0% 11.2% 10.5% 10.9% 10.2% % of New Debt Investments - 1st Lien / Secured Instruments 100% 100% 100% 100% 100% Dollar Value of Monetized Investments2 $38.0 million $40.0 million $59.9 million $36.6 million $44.6 million Weighted Average Price of Monetized Debt Investments $1.00 $0.99 $0.99 $1.00 $1.00 Weighted Average Current Yield of Monetized Debt Investments 9.0% 11.3% 10.4% 10.8% 10.8% % of Monetized Debt Investments - 1st Lien / Secured Instruments 100% 100% 100% 100% 100% (1) This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and PIK interest. Amounts included herein are exclusive of investments in short-term securities, including United States Treasury Bills and money market mutual funds. Weighted average dollar price is based upon the stated par value and fair value of outstanding debt securities at the measurement date. Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. (2) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein are exclusive of investments in short-term securities, including United States Treasury Bills and money market mutual funds. Weighted average dollar price is based upon the stated par value and fair value of outstanding debt securities at the measurement date. Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. Portfolio Rotation: New Investments vs. Monetized Investments © 2019 Great Elm Capital Corp.

Subsequent Events © 2019 Great Elm Capital Corp.

Subsequent Events (through November 13, 2019) In October and November: Approximately $0.8 million of par value of PE Facility Solutions, LLC secured term loan B was repaid at par. We bought $2.0 million of par value of Viasat Inc. receivable at 90% of par value. We bought $3.0 million of par value of ASP Chromaflo Technologies secured term loan at approximately 97% of par value. We bought $4.7 million of par value of Tensar Corp. secured term loan at approximately 96% of par value. All $0.2 million of par value of PR Wireless Inc.'s secured term loan was paid down at par. This deployment and monetization activity does not include revolver draws, ordinary course paydowns, and investments in short-term securities, including United States Treasury Bills and money market mutual funds.. © 2019 Great Elm Capital Corp.

Financial Review (Quarter Ended 9/30/2019) © 2019 Great Elm Capital Corp.

Financial Review: Per Share Data Q3/20181 Q4/20181 Q1/20191 Q2/20191 Q3/20191 Earnings Per Share (“EPS”) $0.46 ($1.18) $0.76 ($0.43) ($0.96) Net Investment Income (“NII”) Per Share $0.25 $0.25 $0.26 $0.29 $0.26 Net Realized Gains / (Losses) Per Share $0.08 $0.04 $0.06 $0.04 $0.02 Net Unrealized Gains / (Losses) Per Share $0.12 ($1.46) $0.44 ($0.76) ($1.24) Net Asset Value Per Share at Period End $12.00 $10.34 $10.89 $10.30 $9.09 Distributions Paid / Declared Per Share $0.249 $0.489 $0.249 $0.249 $0.249 (1) The per share figures are based on a weighted average of outstanding shares for the preceding quarter, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements. Financial Highlights – Per Share Data © 2019 Great Elm Capital Corp.

Financial Review: Portfolio Q3/2018 Q4/2018 Q1/2019 Q2/2019 Q3/2019 Capital Deployed $39.0 million $34.8 million $54.5 million $61.7 million $46.1 million Investments Monetized $38.0 million $40.0 million $59.9 million $36.6 million $44.6 million Total Fair Value of Investments at Period End1 $203.3 million $184.2 million $185.7 million $204.2 million $194.8 million Net Asset Value at Period End $127.8 million $110.1 million $114.0 million $103.6 million $91.5 million Total Assets at Period End $288.5 million $281.6 million $290.2 million $334.6 million $298.2 million Total Debt Outstanding at Period End (Par Value) $79.0 million $79.0 million $79.0 million $121.5 million $124.0 million Debt to Equity Ratio at Period End 0.62x 0.72x 0.69x 1.17x 1.36x Cash and Money Market Investments at Period End2 $5.3 million $7.7 million $24.0 million $52.8 million $24.8 million Total Fair Value of Investments does not include investments in short-term securities, including United States Treasury Bills and money market mutual funds. Cash and Money Market Investments does not include our holdings in United States Treasury Bills. Financial Highlights - Portfolio © 2019 Great Elm Capital Corp.

Financial Review: Quarter Ended 9/30/2019 Total investment income for the quarter ended September 30, 2019 was approximately $7.0 million, or $0.70 per share Net expenses for the quarter ended September 30, 2019 were approximately $4.4 million, or $0.44 per share Net investment income for the quarter ended September 30, 2019 was approximately $2.6 million, or $0.26 per share Net realized gains for the quarter ended September 30, 2019 were approximately $0.3 million, or $0.02 per share Net unrealized depreciation from investments for the quarter ended September 30, 2019 was approximately $12.5 million, or $1.24 per share The per share figures are based on a weighted average of shares outstanding for the preceding quarter, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements. © 2019 Great Elm Capital Corp.

Financial Review: Quarter Ended 9/30/2019 – Unrealized Loss Detail GECC’s net unrealized depreciation from investments of approximately $12.5 million during the quarter was driven by what we believe to be temporary reductions in the fair value of certain of our investments Importantly, we remain encouraged by the underlying credit quality of the portfolio and we do not believe that this quarter’s volatility is indicative of a reduction in intrinsic value © 2019 Great Elm Capital Corp. ($000,000s) GECC Unrealized Investment Loss Avanti - secured note $-2.1 Avanti - equity -2 Avanti subtotal -4.0999999999999996 Commercial Barge Line - secured loan -2.2999999999999998 TRU Taj, LLC - equity -2.5 All other investments, net -3.6000000000000014 Total $-12.5 ($000,000s) GECC Unrealized Unrealized Loss Explanation Investment Loss Avanti - secured note $-2.1 Post the delisting announcement, notes and shares traded at lower Avanti - equity -2 prices which contributed to lower fair values Avanti subtotal -4.0999999999999996 Commercial Barge Line - secured loan -2.2999999999999998 Lower market price as a result of a large holder's sales TRU Taj, LLC - equity -2.5 Lower fair value as a result of lower prices in broker quotes All other investments, net -3.6000000000000014 Unrealized losses as a result of price volatility in comparably-rated credits Total $-12.5

Financial Review: Quarterly Operating Results (1) The per share figures are based on a weighted average of the shares outstanding for the preceding quarter, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements. (2) Total investment income includes PIK income and net accretion of OID and market discount. Q3/2018 Q4/2018 Q1/2019 Q2/2019 Q3/2019 ($ in Thousands) Per Share1 Per Share1 Per Share1 Per Share1 Per Share1 Total Investment Income2 $6,180 $0.58 $6,913 $0.65 $6,313 $0.59 $6,711 $0.66 $7,002 $0.70 Interest Income 6,149 0.58 6,860 0.64 5,720 0.54 5,664 0.55 6,200 0.62 Dividend & Other Income 31 0.00 53 0.00 593 0.05 1,047 0.10 802 0.08 Net Operating Expenses 3,495 0.33 4,208 0.40 3,529 0.33 3,716 0.36 4,383 0.44 Management fees 768 0.07 740 0.07 706 0.07 742 0.07 759 0.08 Incentive fees 576 0.05 772 0.07 696 0.07 749 0.07 654 0.06 Total Investment Management fees 1,344 0.13 1,512 0.14 1,403 0.14 1,491 0.15 1,412 0.14 Administration fees 202 0.02 417 0.04 211 0.02 241 0.02 282 0.03 Directors’ fees 51 0.00 45 0.00 50 0.00 49 0.00 51 0.00 Interest expense 1,457 0.14 1,457 0.14 1,454 0.14 1,571 0.15 2,308 0.23 Professional services 325 0.03 414 0.04 239 0.02 229 0.02 243 0.02 Custody fees 15 0.00 14 0.00 15 0.00 15 0.00 15 0.00 Other 101 0.01 169 0.02 158 0.01 120 0.01 71 0.01 Fees Waivers and Expense Reimbursement 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 Income Tax, Including Excise Tax 0 0.00 180 0.02 0 0.00 0 0.00 0 0.00 Net Investment Income $2,685 $0.25 $2,705 $0.25 $2,784 $0.26 $2,995 $0.29 $2,619 $0.26 © 2019 Great Elm Capital Corp.

Capital Activity © 2019 Great Elm Capital Corp.

Capital Activity: Distribution Policy & Declared Distributions (1) There can be no assurance that any such supplemental amounts will be received or realized, or even if received and realized, distributed or available for distribution. Past distributions are not indicative of future distributions. Distributions are declared by the Board out of the funds legally available therefor. Though GECC intends to pay distributions monthly, it is not obligated to do so. In December 2018, we announced a special distribution of $0.24 per share. Including the base distributions, our declared distributions to stockholders over the past 12 months totaled $1.24 per share, representing 13.6% on our September 30, 2019 NAV or 15.1% on the September 30, 2019 market value In August 2019, our Board set our monthly Q4/2019 distribution amount. The distribution schedule, including record date and payable date, was established by GECC pursuant to authority granted by the Board and communicated to stockholders on September 26, 2019 In November 2019, our Board set our Q1/2020 distribution amount of $0.083 per share per month. The distribution schedule, including record date and payment date, will be established by GECC pursuant to authority granted by the Board We intend to continue to supplement these base distributions with special distributions from NII in excess of the declared distribution and as catalyst-driven investments are realized1 © 2019 Great Elm Capital Corp. Month Rate Record Date Payable Date October $0.083 October 31, 2019 November 15, 2019 November $0.083 November 29, 2019 December 13, 2019 December $0.083 December 31, 2019 January 15, 2019

Capital Activity: Distribution Yield as a Percentage of Market Value © 2019 Great Elm Capital Corp. * Partial period ** Annualized distribution yield is calculated by dividing the declared distribution by the closing price at quarter end and annualizing over four periods. The special distribution is added as applicable. (1) Through March 2020. 41 consecutive monthly base distributions of $0.083 per share1 Special distributions of $0.20 per share declared in December 2017 and $0.24 per share in December 2018 Cumulative distributions declared / set to date total approximately $3.84 per share1

Capital Activity: Historical Distribution Coverage © 2019 Great Elm Capital Corp. * Partial period ended December 31, 2016; Adjusted NII excludes one-time merger / formation costs. NII has covered the base distribution every quarter since inception

Summary © 2019 Great Elm Capital Corp.

Summary Earned or out-earned declared distributions every quarter since inception Declared a special distribution of $0.24 per share in December 2018, resulting in a LTM distribution yield of 13.6% (based on 9/30/2019 NAV) and 15.1% (based on 9/30/2019 closing market value) To date, 41 consecutive monthly base distributions of $0.083 per share and two special distributions, totaling $3.84 in total distributions paid, declared or set IRR on all realized investments is approximately 20% Approximately 73% of the legacy Full Circle investments realized at 109% of NAV Monetization of investments consistently at higher prices than capital deployment Employees and affiliates of Great Elm Capital Management, Inc., GECC’s investment manager, own greater than 20% of GECC’s outstanding shares GECC has repurchased greater than 2.8 million shares, representing approx. 22% of its initial share count Alignment of Interest Realized Performance Distributions & Coverage © 2019 Great Elm Capital Corp. The Portfolio A diversified portfolio, primarily comprised of secured loans, secured bonds and investments in specialty finance businesses uncorrelated to the corporate credit portfolio Weighted average current yield of 11.0%1 (1) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date

Appendix © 2019 Great Elm Capital Corp.

Appendix: General Risks Debt instruments are subject to credit and interest rate risks.   Credit risk refers to the likelihood that an obligor will default in the payment of principal or interest on an instrument. Financial strength and solvency of an obligor are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument, and debt instruments that are rated by rating agencies are often reviewed and may be subject to downgrade. Our debt investments either are, or if rated would be, rated below investment grade by independent rating agencies. These “junk bonds” and “leveraged loans” are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may be illiquid and difficult to value and typically do not require repayment of principal before maturity, which potentially heightens the risk that we may lose all or part of our investment.   Interest rate risk refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate obligations) or directly (especially in the case of an instrument whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors).   GECC utilizes leverage to seek to enhance the yield and net asset value of its common stock. These objectives will not necessarily be achieved in all interest rate environments. The use of leverage involves risk, including the potential for higher volatility and greater declines of GECC’s net asset value, fluctuations of dividends and other distributions paid by GECC and the market price of GECC’s common stock, among others. The amount of leverage that GECC may employ at any particular time will depend on, among other things, our Board’s and our adviser’s assessment of market and other factors at the time of any proposed borrowing.   As part of our lending activities, we may purchase notes or make loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financings may result in significant financial returns to us, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. We cannot assure you that we will correctly evaluate the value of the assets collateralizing our investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio company, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the investment advanced by us to the borrower. © 2019 Great Elm Capital Corp.

Appendix: Contact Information Investor Relations 800 South Street, Suite 230 Waltham, MA 02453 Phone: +1 (617) 375-3006 investorrelations@greatelmcap.com © 2019 Great Elm Capital Corp.